A place in this Family
by Rydia Sorcha
Summary: As hilarious as Spencer is, he is still a 20-something adult. This is a story about Spencer finding love and trying to balance love and sex while also being a pseudo-parent. This is an adult take on Spencer. He's still goofy, but a bit more realistic.
1. Prologue

**AN: As an adult ICarly fan, I love Spencer. But I often wonder what he'd be like if he wasn't in a kids show. He is a 28-ish year old guy, and I'm sure he's sacrificed a lot to be a good parental unit. But he still has to have wants and needs. So this is an in-depth, adult look at Spencer. Relationships, sex, the pressure of being a parent at a young age to a girl going through puberty...this is not a kids story.**

Spencer walked through the hallway and headed to the office at the end. He popped his head in. "Hey Jim, what's up?"

His good friend was sitting at his desk, while a pretty redhead was leaning over his shoulder looking at the computer screen. "And hello there," Spencer added, straightening up and brushing his hair out of his face. She smiled and Jim smirked.

"Hey Spenc, this is my new coworker from Marketing, Kayleigh. Kayleigh, this is my good friend Spencer, the artist."

Kayleigh reached out her hand. "Nice to meet you, Jim told me you come down here whenever he needs artistic advice for a marketing campaign."

Spencer nodded. He noticed that she was very pretty. Her flowered sundress gave her a carefree and sweet appearance, yet she held herself like a professional. "It's nice to meet you too, Kayleigh."

Jim cleared his throat, snapping Spencer back to reality. "Right, so, Jim, what can I help with?" Kayleigh moved around from the desk and headed past the door.

"I'll let you two get to work, send me a draft of the ad when your done." She walked out the door, smiling at Spencer as she left.

Spencer grinned, watching her walk away. "Geez, man, you got a hard-on for her or what?" Jim laughed.  
"What? No, she's just cute," he attempted to defend himself.  
"No, it's cool, she is cute. She's really nice too, new in town, doesn't know anyone…hint hint nudge nudge."

Spencer shook his head as he kicked Jim out of his chair and sat down at the computer, fiddling with the color scheme on the advertisement.

"Spencer come on, you hardly date, and when you do it's crazy girls that don't last long."

"What are you talking about?"

Jim sighed. "The juggler? The crazy art teacher? Oh god, Carly's psychotic teacher that became obsessed with you?"  
"Ok, ok, point taken. It's complicated though."

"Here we go again…seriously man, Carly's 14, she wants you to be happy. She can handle you having a girlfriend. Besides, when's the last time you got laid? Has it been longer than a year?"

Spencer ignored the question, instead fiddling with the fonts.  
"That's what I thought," Jim said, sighing again.

* * *

Two days later, Spencer was hanging out in the apartment, watching _Elephant Love_ and waiting for Carly to get home from school. Suddenly his phone rang. "Hello?" he asked, flipping it open, expecting Socko.

"Hi, Spencer?" a soft female voice asked.

"Um, yes, this is him." Spencer was confused.

"Hi, it's um, Kayleigh, Jim's coworker. I hope you don't mind but Jim gave me your phone number."

Spencer smiled "Nope, not at all. How are you?"

"Good. I was actually wondering if you wanted to maybe grab dinner tonight? Jim said you make sculptures; it sounds fascinating. I'd love to hear about it."

"Yeah, absolutely. How about I pick you up at 8? Do you like Italian food?"

Kayleigh gave Spencer her address and they hung up. Spencer spent a few minutes smiling on the couch before hopping up and running to the shower. As he let the water beat down on him he thought about what Jim had said. Carly was 14, she didn't need constant supervision. Maybe he could do a relationship. The distant sound of a door slam awoke him from his daydream. He didn't want to jump to gun. It was just one date.


	2. Chapter 1

Spencer got out of the shower and threw on some sweats. He left the room to find Carly and Freddy in the kitchen. "Hey guys, how was school?"

"Lame, as usual," Sam injected, walking through the front door. Spencer laughed, then got serious. "History test, Carly." He said, holding out his hand. She pulled the paper from her bag, and then handed it to him. "B+, not bad, Carly!" he said, giving her a one armed hug. He then turned to Sam, holding out his hand. She grumbled and handed it to him. "D-, Sam?"

"It's no big deal," she shrugged, pulling a chicken wing out of the fridge. Spencer frowned. "Sam, I want a rough draft of your history paper by Wednesday, ok?"

Sam sighed but agreed. Spencer tuned back to Carly. "Hey kiddo, you ok on your own for a bit tonight?"

Carly grabbed a chicken wing and sat down at the table. "Of course. Got a date?"

"Actually, I do…"

"OOOOO" all three kids replied. Spencer turned slightly red.

"Don't start with me or you're all grounded." They just giggled.

* * *

A week later, Spencer found himself strolling around the docks with a beautiful girl. He was asking her about growing up in Philadelphia, how she got involved in Marketing, and about her family. Although he was listening to what she was saying, he still couldn't help but stare at Kayleigh. She was beautiful, and sophisticated. At 26 years old, she was motivated but knew how to have fun, and her life was going places. He was enjoying his third date in a week with her.

"So, Spencer, you know all about me, tell me more about you! I know you have a father in the military, a little sister, and you can't handle the responsibility of a goldfish."  
"Well, what else do you want to know?"

Kayleigh twirled on her heels, enjoying the breeze blowing. She turned a full 360 before slipping her hand into his. "I want to know everything about you! This is our third date, open up!" She laughed her tinkling laugh, the one that made Spencer want to kiss her every time he heard it. He hadn't kissed her yet though.

Kayleigh turned to face him. She was giving him a look that just begged him to kiss her, but he couldn't. He didn't know how to handle this. He liked this girl a lot, but a relationship wasn't possible; he had too much going on to commit to something. She put her arms around his neck. He could feel her breath on his face, and her hips were dangerously close to his. He felt his pants tighten ever so slightly, and he pulled back. Kayleigh's face fell. "Spencer, what's wrong?"

Spencer shook his head. "I'm sorry, Kayleigh, I can't do this," Spencer apologized, turning around and walking away.

* * *

Spencer was sitting on the couch depressed when Carly came home. "Got you a smoothie!" she shouted, tossing a cup to Spencer. He caught it but said nothing. "What's wrong, Spence?" Carly asked, sitting down next to him.

"It's that girl, Kayleigh. I think I blew it with her."

"But I thought you really liked her?" Carly asked, putting her feet on the table.

Spencer sighed. "I do, Carly, but she's a serious relationship girl…and I just don't have time."

Carly sat up straight. "Spencer…don't do this because of me! You never have serious relationships, and I know it's because of me. I'm almost 15, I can handle being alone sometimes if you want to take her out. I know the birds and the bees, it's fine if you want to have a real relationship, bring her back here. I want YOU to be happy."

Spencer faced Carly. "But you are my sister, and you come first."

Carly smiled. "I know. But if the smile on your face this past week is any indication, she's so awesome I'm sure she'll understand."

Spencer smiled back. "Maybe you're right…"

She nudged her brother. "Go call her!"

Spencer grabbed his phone. "Will do, lil' sis…" he started to walk to his room. "When I'm done…pie?"

"heck yeah!" Carly yelled.

* * *

Kayleigh was waiting at the restaurant when Spencer got there. She looked amazing in a short blue dress and high heels. She wore her hair down; it fell to halfway down her shoulder. Her body language showed she was nervous, which Spencer could understand; he had walked out on her." He leaned over and kissed her cheek...to her credit, she did not pull back.

"Hi," Kayleigh said. "Hi," he replied. They were spared any further awkwardness by the waiter coming over to bring them to their table.

The kept the conversation light; Kayleigh's new marketing campaign, Spencer's newest scuplture. Finally, halfway through the entrees, Kayleigh got to the point.

"Can we please talk about the elephant in the room?" She asked.

Spencer got very nervous, but her body language didn't seem hostile. "Kayleigh, I'm so sorry. It's been a long time since I've had a serious relationship...my life is…a little complicated," Spencer said. He had no idea how this was going to go, but it had to happen. "See…my mother left when I was a teenager, and my father is in the military and is permanently stationed in Europe…" he paused. Kayleigh reached out and touched his hand. He met her eyes and she was smiling, encouraging him. He cleared his throat and continued. "So he left my sister with me…I've been raising my sister since she was 12…she's almost 15 now."

Kayleigh looked surprised, but not in a bad way. "Wow, Spencer, that's a lot of responsibility," she responded. Spencer nodded.

"I know…it's rough sometimes, but worth it. I'm really close with my sister, and it's been a lot of fun. Dating can get, well, _complicated _though."

"How?"

"Well…I don't keep alcohol in the house ever. I can't just go to the bars at night with friends on a whim. And I can't be bringing girls back with me."

It was Kayleigh's turn to nod. "Have you ever introduced girls to your sister?"

"Oh yeah, they hang out there, but I can't have girls spending the night," Spencer said, turning slightly red.

Kayleigh smiled and squeezed his hand. "Spencer, I think that's so admirable of you! It shows that you are mature and responsible. I'm certainly not scared off, if that's what you're thinking. You should have just told me." She gave him a knowing smile. Spencer had to laugh while Kayleigh continued. "Look, let's just take it slow, ok? You call the shots; I don't want to cross any lines. So you set the rules, ok?"

"Well…Carly said that if things went well tonight, I should bring you back to our place for ice cream sundaes. Her best friend is over for the night too."

Kayleigh smiled. "I'd like that."


	3. Chapter 2

**AN: Ok, so I definitely kind of wrote this on a whim, but apparently people seem to like it! So I'm going to continue. Later chapters are longer and better, I just wanted to get something out there to let people know that I AM continuing! So let me know what you think, suggestions, critique, etc!**

Kayleigh was definitely a little nervous as they walked up to the front door of his apartment. He squeezed her hand to reassure her and stuck his key in the lock. He opened the door and shouted "We're back!"

"Spence!" Carly and Sam both shouted from the kitchen, where they were making a mess with ice cream and toppings. Freddy was sitting on the couch with his laptop on his lap. "Hola!" he called out, doing a double-take at Kayleigh.

"Hey guys, I'm Kayleigh," she said, walking into the living room and surveying the scene with amusement. Spencer heard her voice shake slightly and kept a hold of her hand, pulling her further into the apartment.

Carly walked out of the kitchen and held her hand out. "Hi, I'm Carly! This is my best friend Sam, and the guy on the couch is Freddy."

"Wow, Spencer, she's cute, nice job!" Sam called out from the kitchen. Spencer blushed.

"Thanks, Sam," he replied, but Kayleigh laughed. "Make us some sundaes, too, kiddo?" he said to Carly, while leading Kayleigh to the couch. Freddy made room for them, and Sam and Carly joined them, five bowls of ice cream in their hands. The group settled around the coffee table and started passing around the toppings. Sam grabbed the whipped cream can and shot some right into her mouth. Spencer was unsure how Kayleigh would take this and was about to reprimand her gently when Kayleigh laughed, turned to Sam, and said "hit me," promptly getting a mouth full of whipped cream. The whole group burst out laughing. "My kind of woman," Spencer claimed, prompting an "oooooooo!" from the group. Kayleigh elbowed him playfully and happily pigged out with the kids, watching bad reality shows and dealing with their onslaught of questions.

* * *

An hour later, Freddy had gotten called back to his own apartment by his mother and Sam and Carly were falling asleep on the couch. "I should probably get home," Kayleigh remarked. "Thanks for the sundaes, guys, it was great meeting you!" Sam and Carly both rose from their sugar comas and hugged Kayleigh. "Come back _anytime_," Carly remarked, trying to be subtle. "Yeah, Spencer needs a girlfriend," Sam added, causing Carly to face-palm.

"Ok guys, get ready for bed, I'm going to walk Kayleigh out to get a cab."

A few minutes later, Kayleigh and Spencer were outside waiting. "So, that seemed to go well," Spencer said to break the silence. "You definitely won over my sister and her friends." Kayleigh laughed.

"It wasn't hard, they seem like great kids. Carly's really mature for her age."

"She definitely is..." Spencer realized her cab would be there any minute, and he knew she was probably expecting him to kiss her.

He was really nervous, and also fully aware that all three kids were probably watching out the window. Suddenly his phone vibrated in his pocket. He apologized to Kayleigh as he took his phone out. It was text message from Carly that simply said "JUST KISS HER". He had to laugh, while Kayleigh just looked perplexed. He showed her, bringing out her tinkling laugh that he loved.

"Smart sister," she remarked slightly, given him a doe-eyed look that made his heart skip a beat and his mind go so far in the gutter that he felt like he was in junior high again. He swallowed deeply and put his hands on the small of her back, pulling her gently to him. She looked up at him, her eyes moving from his eyes to his lips and back again, but she waited patiently. He stared at her for a moment before finally leaning in. He kissed her softly at first, letting their lips brush gently with all the uncertainty of a first kiss, but she fell right into his lips, moving her arms so they were around his neck, pulling his closer and deeper. He couldn't help but smile in the middle of kissing her, and she pulled back, looking confused. "I like a woman that takes charge," he commented, and she smiled and pulled him back for more. This time he felt her lips part ever so slightly, and he slipped his tongue in, pulling her even closer. After a minute Spencer realized he needed to slow things down, at least on his end, before she could feel just how turned on he was. He pulled back, and she settled back down on her heels, smiling at him.

"Call me tomorrow?" She asked.

"Absolutely," he replied, leaning forward to kiss her gently again, tilting her chin up with his fingers. "Goodnight, Kayleigh," he said, watching her get into a cab and ride off before turning back to walk into the apartment. As he got into the elevator, he took his phone out again, finding another text message dated a few minutes prior.

"WAY TO GO!"


	4. Chapter 3

**AN: Ok, here's another one, not too long, not to exciting, just some cute little romance. Enjoy and review!**

Kayleigh was just finishing getting ready for her date with Spencer when the phone rang. "Hey, Kayleigh, I'm so sorry to do this, but I'm going to have to cancel tonight, Carly isn't feeling well, and I just don't feel comfortable leaving her alone."

"Oh, I completely understand," she said immediately, but he could hear the disappointment in her voice and felt horrible. It had been a stressful week and he had really been looking forward to seeing her. He knew it wasn't Carly's fault, but he couldn't help but feel a little resentment for having to stay in on a Friday night, instead of taking out a beautiful girl that he really liked.

"Spencer?" Kayleigh asked, and Spencer realized he had spaced out.

"Yeah, sorry, I'm just disappointed."

"Me too…I understand though, I really do…" more silence from them both.

"Well, I'll let you get back to Carly, let me know if you need anything, like me to do a store run or something."

'Well, if you don't mind stopping over, I'm sure Carly could go for some…um…" Spencer quickly tried to think of something.

"Ginger ale?" Kayleigh interjected.

"Yes, exactly, took the words right out of my mouth."

"I'll be over in a little while."

An hour later Spencer heard a knock at the door. He opened it to find Kayleigh standing with two large paper grocery bags. She still had her hair done nice and makeup on, but she had changed into jeans and a t-shirt. He leaned in to kiss her while taking the bags from her arms. "Hey hun, thanks for running errands," he said, letting her in. "No problem, I just really wanted to see you tonight. Sure you don't mind me hanging around?"

"Not at all, Carly's just watching movies in her room, and I can check on her plenty. Want to watch a movie or something?"

"Sure, I actually grabbed a movie from the video store on my way here. I have no idea what it's about, but there were zombie sheep on the cover, so I figured it would be interesting…why are you looking at me like that?"

Spencer was staring at her with his mouth slightly open. "Nothing, I just _really _like you," he said, grinning wildly. He brought Carly some ginger ale and crackers upstairs before returning downstairs. Kayleigh was already plopped on the couch, her legs stretched across the couch. He sat down next to her, putting her legs over his. They started the movie, but Spencer's hand on Kayleigh's leg was distracting him, and when he noticed that she was watching him instead of the movie, he abandoned all pretense and leaned over to kiss her hard on the mouth. He had waited all week for this, a chance to see her, be with her, smell her hair, and forget everything else.

He gently eased her down on the couch as the kissing got more and more passionate. She lay down on her back and placed her hand on the back of his neck, pulling him down to her. He ran his fingers through her hair before running his hands down her body, gently grazing the sides of her breasts before settling his hands on her thighs. She wrapped her legs around his waist and pushed her hips up into his while her hands slid under the back of his shirt, running over his bare back up to his shoulders. Suddenly, he came to his senses. Spencer immediately pulled away from her, sitting back on the other end of the couch. Kayleigh looked hurt.

"Oh, no, baby, don't think I don't want to, it's just, you know," he gestured upstairs.

"Oh my God, Spencer, you're right, I am so sorry, I completely forgot."

"No, Kayleigh, it's fine, I did too…we just got a bit carried away." He paused. "Can't really blame you, I am adorable." Kayleigh laughed, and the tension of the moment was broken. "I'm going to go check on Carly, and then maybe we can try watching that movie again."

Kayleigh nodded and headed to the fridge to get some snacks. "I promise not to molest you on the couch this time," she promised, winking at him as he headed up the stairs.

"Well that's slightly disappointing…" he winked back.

A few minutes later he joined her back on the couch, putting his arm around her, pulling her close to him. She resisted at first, but finally settled down with her head on his shoulder. "Are you sure this is ok?" she asked hesitantly.

"Of course," he replied, rubbing her shoulder. "I just need to focus my mind on the movie."

"Instead of…?" she prompted, clearly teasing.

Spencer shifted a little. "Ripping your clothes off…" he half-said, half-coughed. She laughed and poked him in the ribs.

"It'll happen eventually…we'll figure it out." She nuzzled his shoulder and neck and kissed his jaw.

"This is not helping…" he groaned.

"Sorry, I'll be good, I promise."

* * *

An hour later, Kayleigh was dozing on Spencer's shoulder. He felt her stirring slightly and kissed her head gently. Eyes still closed, she tilted her head up asking for a kiss. He gladly obliged.

"So comfy," she mumbled, still half asleep.

"Hey Kayleigh?" he asked her softly, getting a mumble of acknowledgment. "Are you sure you are going to be ok with all this?"

"All what?" she asked, waking up considerably at his question and looking right in his eyes.

"All these complications, rules, changes of plans. I know it's not exactly ideal for you to spend a Friday night on a couch keeping me company. Plus the fact that we have been dating for a month and have only kissed. I feel like I'm 13 again."

Kayleigh wrapped her arms around his neck and kissed him deeply before answering.

"Yeah, it's not easy, I admit. But it's worth it. It's new, we'll figure it out. And although I am just as eager to enjoy the physical aspect of you, I know it'll be well worth the wait when we get a chance." She kissed him again. "I really, really like you, Spencer Shay, i'm not going to be easily scared off because of different circumstances. I enjoy a challenge."

He wrapped his arms around her and held her close. He had had this slight fear that she would get sick of the rules and the plan changes and leave, but at this moment, he felt reassured. Finally she broke the embrace.

"Sorry, but I'm exhausted, I'd better get home. Call me tomorrow?"

"Definitely. Night, Kayleigh."


	5. Chapter 4

**AN: Well, I had kind of forgotten about this, but then suddenly I started getting reviews and stuff, motivated me to keep writing! So here we go! If there is anything that you would like to see in this story, let me know. I love suggestions, don't be shy!**

It was Friday night, and instead of spending it out, Spencer was at home with three young teenagers. It didn't matter though, because Kayleigh was there too. She was braiding Sam's hair while Carly painted her toenails. Spencer was playing with video games with Freddy.

"So, mall tomorrow, Carly? We need dresses for the dance." Sam asked.

"Yep, Freddy, you coming?"

Freddy rolled his eyes. "Oh yeah, exactly what I want to do, spend the day shopping for dresses."

"Well," Kayleigh started to say, unsure of if she was overstepping her bounds. "Why don't I go shopping with the girls, and maybe you guys can do something 'masculine', and then we can meet up for lunch?"

The big smiles on the kids faces showed they agreed with this plan, and Spencer was smiling at Kayleigh too. He gave a little jerk of the head to indicate 'meet me in the kitchen'.

They both headed to the kitchen under the pretense of making some popcorn. Spencer reached out to Kayleigh, giving her a squeeze and a quick kiss.  
"Are you ok with this plan?" she asked him, feeling a little unsure.

"Of course, why wouldn't I be?"

"I just don't want to overstep any parenting boundaries, you know?"

Spencer hugged her again. "It's fine. I think Freddy could use some 'guy time'. This could be good for all of us. As long as we get some time for us after."

"Mmm…of course."

This time the kiss was long and deep, until they both became aware of the complete silence. Pulling back, they glanced up and realized that they had three eyes intently watching them.

"I think we'd better go back to the living room…" Spencer whispered. "Yeah, good idea," Kayleigh smiled.

* * *

Kayleigh was a good sport, helping the girls make decisions as they tried on dress after dress. At the third store, about twenty minutes before the girls were supposed to meet the guys, Sam was in the dressing room while Kayleigh and Carly sat outside. They were discussing the various dresses when Carly suddenly blurted out "Do you really like my brother?"

Kayleigh was a bit taken aback. "Yes, Carly, I do. Why?"

Carly shrugged. "I just don't want him to get hurt."

Sam bust out of the dressing room. "In other words, she's afraid she's going to scare you off and Spencer will be alone forever because of her."

Carly glared at Sam, but Kayleigh reached out to her.  
"Carly, I really like your brother, and I like you guys too. I don't know where Spencer and I are headed, it's early in the relationship, but I like things so far."

Carly sighed. "Ok, just checking. He really likes you too. And it's nice to have an adult girl around."

Kayleigh and Sam laughed. "Yeah, Spencer freaks out if you mention the word 'period' around him." Sam said.

Kayleigh laughed even harder. "Well, I'm around it you guys ever need a female to talk to. Now, we'd better go meet the guys."

* * *

While the girls had been shopping, Spencer and Freddy had headed to the video game store. Knowing Freddy didn't have a real male influence in his life other than Spencer, he tried to make sure he set aside guy time for them whenever he could.

"Hey Spence?" Freddy asked while looking through a stack of used games. 'Can I ask you something personal?"

"Of course buddy, what's up?"

"How old where you the first time you…" Freddy's voice got low, "did it?"

Spencer kept his back to Freddy so the smile on his face wouldn't show. He remembered the days when sex seemed like such a dirty word.

"I was 18." Freddy looked relieved.

"Let me guess, someone in school lost their virginity and now the pressure is on?"

"Pretty much," Freddy shrugged, trying to play it off as not bothering him.

"Seriously, Freddy. Don't rush it. It's going to be awkward, make sure it's with someone you really love, don't let peer pressure force you into something you aren't ready for."

Freddy nodded, deep in thought. "So…have you and Kayleigh, you know?"

Again Spencer had to smile, remembering his obsession and curiosity with sex at that age.

"Nope, we haven't. We're waiting." Spencer decided to throw in a little abstinence education in there.

Freddy didn't buy it. He gave Spencer an eyebrow raise.

"Ok…we haven't have time yet."

"Poor Spence, with a girl like that…"

Spencer gave Freddy a playful shove. "Shut it, Benson."

* * *

Kayleigh knocked lightly on Spencer's door the following Tuesday. She heard Spencer call out "come in!" and opened the door.

"Hey, what are you working on?" she asked, stepping into the room and shutting the door behind her.

"Just trying to paint this sculpture." Spencer was frowning at the sculpture and had barely looked up when Kayleigh had entered. She gave him a minute, not wanted to disrupt the artistic process. After watching him for a few minutes getting more and more frustrated, impatience won and she grabbed him, pushed him up against the kitchen counter, and kissed him. Once the initial shock wore off, he kissed her back, wrapping his arms around her.

"Sorry to physically assault you, but I'm way too cute to have to sit around and wait for some attention from my boyfriend."

Spencer smiled, taking Kayleigh's hand and leading her to the couch. "Sorry, I'm just a little stressed today. Bills to pay, a sculpture to finish, and Carly had a huge test so I was up late helping her study."

Kayleigh looked hard at him, sympathy on her face as she massaged his neck. "You are doing a great job, you know that?"

Spencer sighed, leaning back into her and relaxing for the first time in a day. "It's just stressful sometimes. I have to worry about making sure Carly is fed, has everything she needs, I have this apartment to keep up with, to clean. Plus worrying about who Carly's going out with, if Sam is ok."

"Sam seems a little, uh, rough around the edges."

"She is, but she's a good kid. I take care of her more than her mom, one of these days I'm just going to walk over there with the custody papers and just make her sign Sam over to me. She practically lives here anyways."

For another half an hour, Spencer vented in Kayleigh's arms, everything from worrying about Carly dating, figuring out how to have to "safe-sex" talk with her, the pressures his grandfather put on him about his parenting skills, even his fear about never succeeding as an artist. Kayleigh just listened, while gently massaging his back. She let him vent, sensing that he needed someone to talk to.

"I'm sorry I dumped this all on you, Kayleigh," he said, turning around to look at her, his head resting on her chest.

"That's what I'm here for. Feel a little better now?"

He nodded. "Oh yeah, it's nice to have someone to talk to. But now, I want to spend time with you. Want to do something?"

"Yes, I do…" Kayleigh suddenly had a devious look on her face.

Spencer sat up, looking at Kayleigh suspiciously. "What are you thinking….?" he asked.

"Spence…have you noticed what time it is?"

Spencer had been lost in his art and his stress all day and realized he had no idea. He glanced at the DVD player and realized it was only 12:30 in the afternoon.

"How can you be here, Kayleigh? Shouldn't you be at work?"

Kayleigh grinned. "Took the afternoon off…I have a "headache", she replied, using air quotes.

A smirk was slowly replacing the confusion on Spencer's face. "So you played hooky so you could leave work early?"

"Exactly…" said Kayleigh, slowly standing up and pulling Spencer to his feet. "I really want to see you," she continued, bring her hands to his waist and starting to unbuckle his belt. "And Carly isn't home for another two hours…"

Spencer's breathing was already labored as he moved his hands to Kayleigh's shirt, slowly unbuttoning it. "Have I ever showed you my bedroom?"


	6. Chapter 5

**AN: here's another one. It get's a little racy here, you have been forewarned. My intention was not smut, my intention was to show a portrayal of what might be going through an adult males head. Not too much in the terms of plot, but let's be honest, it's about time Spencer got some serious action.**

Spencer and Kayleigh tumbled onto the bed with a thunk, kissing the entire time. Spencer was down to his boxers and socks; Kayleigh's underwear was still on, but her bra was somewhere between the couch and his bedroom. Spencer was on top of Kayleigh, kissing her mouth, her throat, her chest. Instinct, passion, and six weeks of working out his frustrations in the shower took control of his body. As his lips moved lower, he took one nipple into his mouth, nearly losing it at the sound of her groaning in pleasure.

It gave him confidence, and confidence was something he was lacking. As she squirmed under him, he felt her hands running across his stomach. He tried to keep it slightly sucked in without being obvious, but when her hands dipped into his boxers, he stopped caring how he looked. It was the first time in over a year he had been touched by someone other than himself. A long time of loneliness, and now, suddenly, he had a beautiful, naked woman under him. He pulled his head up from her chest and kissed her gently. Her hand was still on him, but there was a hesitance in her eyes now.

"Everything ok?" He asked her softly.

She nodded. "Yes…it's just, well, been a long time for me. I guess I'm a little nervous."

Spencer felt his own anxiety ease at her confession. He rolled off of her, laying on his side and pulling her close.

"I'm really nervous too." He confessed, kissing her softly. She smiled.

"I feel better knowing I'm not the only one freaking out of the inside."

This time Spencer laughed. "I agree! But I promise you, you have nothing to worry about. You are beautiful, and I can't wait to explore every inch of you." His voice got lower as he spoke, and he let his hands trace around her body. This time her grin was devious; her eyes were dark with lust. She kissed him while simultaneously tugging his boxers down. He gently moved back on top of her, slipping her underwear off her. He tilted her chin up.  
"Are you sure?" He asked.

"Very sure." She replied.

* * *

Spencer was struggling to keep from collapsing on Kayleigh, but she gently pushed on his arms. "Relax, babe, you won't crush me."

Spencer gladly obliged, panting, resting his head on her chest while she gently rubbed his sweaty back and shoulders. They didn't speak for several minutes, letting their heartbeats return to normal. Finally Spencer rolled off of Kayleigh, got on his back, and pulled her so her head was on his shoulder. She threw her leg over his and snuggled closer.

"Comfy?" he asked her.

"Yep, I have everything I need…" She tilted her head up for a kiss.

"That was well worth the wait," he said, enjoying the feeling of her bare skin against hers.

"Absolutely…the only downside is now I won't be able to keep my hands off you, and I can't keep skipping work for sex."

Spencer laughed. "I still can't believe you did that! You are a horny little thing, aren't you?"

Kayleigh nudged him in the ribs. "Says the guy who got a total boner the first time we kissed."

Spencer blushed. "You noticed that, huh?"

"Oh yeah. Don't be embarrassed though, I thought it was cute!"

"Real cute. My mind was already in the gutter from the first date."

"Oh, so you only wanted me for sex?"

Spencer could tell she was joking, but still wanted to make sure she understood how he felt.

"I wanted you because you are beautiful, smart, kind, and completely understanding."

"I take it dating has been really hard?"

He sighed, nuzzling Kayleigh for a minute before answering. "In the three years I've been raising Carly, there has been one girl that I liked enough to open up to and let her into Carly's life too. Unfortantly, after a few weeks, she decided it was too much to be dating a 'single parent'. She bailed. It hurt me, and it hurt Carly. Even at 13, she felt guilty and responsible."

"Your sister really loves you, you know that?"

"I know. And I love her too. And I'm actually really happy. I don't have much time for friends my own age, but I am a kid at heart. Carly and her friends are really fun. I have been a bit lonely though."

"Well, you've got me, and I am not going anywhere. Spencer, you are crazy and hyper, yet at the same time the most mature and responsible guy his age that I've ever met. I am...I am definitely falling for you."

Spencer didn't say anything back, but he took her in his arms again and kissed her, trying to put a lot of unsaid things into the kiss.

"Alright, enough sappy stuff. I'd better get up and find my clothes before the kids come home." She rolled out of bed and strutted across the room butt naked. Spencer watched her as she followed the trail of clothing. Suddenly she turned around and saw him watching. Now it was her turn to blush. "Don't be shy, you are absolutely gorgeous and sexy."

Kayleigh was still blushing, but she added a little sway to her step as she walked into the living room. When they were both fully dressed they went into the living room, grabbed some leftover pizza, and had just settled on the couch when the door banging open and Carly walked in.

"Hey, Spencer…hey Kayleigh, what are you doing here?"

Spencer coughed.

"Hey Carly, I got off work early, thought I'd swing by and see you guys."

"Oh cool, did you just get here?"

"Uh…yes."

"Yeah, right." Carly rolled her eyes and ran to her room to dump her bag off. Kayleigh suddenly turned to Spencer.

"What did you do with the condom?" she whispered urgently. Spencer's eyes got wide. "Threw it in the bathroom trash!" he jumped to his feet and ran to the bathroom. He came out right when Carly came back downstairs.

"Ok, we really need to figure this out, that would have been really awkward to explain." Spencer whispered while Carly was in the kitchen.  
"We will, hun, don't worry."  
Carly came out of the kitchen. "I'm going to meet Sam and Freddy at Groovy Smoothy to discuss the next Icarly. I won't be back back for at least an hour." She waved and walked out the door.

Kayleigh turned to Spencer. His expression was puzzled. "Spencer, you do realize she's 15 and know's exactly what's going on, right?"

Spencer nodded, now slightly dumbfounded. "Yeah...I think you're right..."

"So..." now Kayleigh was slipping her foot up the cuff of his pants. "Race you to the bedroom?"

In response, Spencer picked her up and carried her off.


End file.
